Terms and Conditions

Version 1 January 2025
 

1. GENERAL​

1.1 In these general terms and conditions, the following definitions apply: 
     (a) Client: the party that gives the order;
     (b) Contractor: EXPATRULING.com;
     (c) Assignment or Agreement: the assignment agreement, whereby the Contractor undertakes towards the Client              to perform certain activities. 

1.2 The Assignment qualifies as an “Assignment” within the meaning of article 7:400 of the “Dutch Civil Code”                       (Burgerlijk Wetboek). Article 404 of Book 7 of the Dutch Civil Code (which contains regulations for situations in               which an Assignment is performed by a specific person) and Article 407, second paragraph of Book 7 of the Dutch       Civil Code (which regulates joint and several liability in situations in which two (2) or more persons are given an            Order) do not apply. The Contractor is considered to be the sole contractor in business with the Client

1.3 All stipulations in these general terms and conditions are also made for the benefit of all those who work for the           Contractor in the context of the execution of the Assignment, including the directors of the Contractor and all               parties with which the Contractor collaborates in the execution of the Assignment. They can invoke this against the       Client.

1.4 The Contractor does not provide tax advisory services. We assess the expat ruling application based on the                 answer provided by the Client on our questionnaires. The Client remains solely responsible for his, her or its own           tax position. 
 

2. APPLICABILITY

2.1 These general terms and conditions apply to all Assignments or Agreements between the Client and the                       Contractor, respectively their legal successors, as well as to all agreements arising from and/or related thereto, as       well as to all offers and/or quotations made by the Contractor.

2.2 The Contractor expressly rejects the applicability of general terms and conditions of the Client.

2.3 Clauses deviating from these terms and conditions are only valid if and as far as the Contractor has expressly              confirmed them in writing to the Client.

2.4 If any stipulation, forming part of these general terms and conditions or of the Agreement, should be invalid or              annulled, the rest of the agreement will remain in force as much as possible and the relevant stipulation will be              replaced without delay in consultation between the parties by a clause that matches the scope of the original              clause as closely as possible.
 

3. CONCLUSION OF THE AGREEMENT

3.1 The Agreement is concluded at the moment that the Contractor receives the signed engagement letter from                 Client. The engagement letter is based on the information provided by the Client to the Contractor at the time. The       engagement letter is deemed to represent the Agreement correctly and completely.
 

4. DATA AND INFORMATION

4.1 The Client is obliged to provide all data and information required by the Contractor, as well as the data and                    information that the Client can reasonably know that the Contractor needs for the correct execution of the                    Assignment, a) on time and b) in the form desired by the Contractor and c) to be provided in the manner desired          by the Contractor.

4.2 The Client guarantees the correctness, completeness, reliability and lawfulness of the data and information                    provided to the Contractor by or on behalf of it, even if it is provided via third parties or comes from third parties,          unless the nature of the Assignment dictates otherwise.

4.3 The Client is obliged to inform the Contractor without delay about facts and circumstances that may be important        in connection with the execution of the Assignment.

4.4 The Contractor has the right to suspend the execution of the Assignment until the Client has fulfilled the                          obligations stated in 4.1, 4.2 en 4.3.

4.5 Extra costs, extra hours, as well as other damage for the Contractor, caused by the fact that the Client has not              fulfilled the obligations referred to in 4.1, 4.2 en 4.3 are for the account and risk of the Client. 

4.6 At the Client's first request, the Contractor will return the original documents provided by the Client to the Client.

4.7 The Client is responsible for correct compliance with the applicable laws and regulations in the field of the                      protection of personal data, including providing the Contractor with and making available personal data relating          to its personnel, clients or third parties, even if these are from third parties. originate or are provided by third                parties on his behalf. The Contractor cannot be held liable in connection with non-compliance or incorrect                      compliance by the Client.
 

5. EXECUTION OF THE ASSIGNMENT

5.1 The Contractor determines the manner in which and by whom the Assignment is carried out, but takes into                   account the wishes expressed by the Client as much as possible. If the Contractor wishes to engage third parties at       the expense of the Client in the performance of the Assignment, the Contractor will, insofar as possible at the                 discretion of the Contractor, do so with the approval of the Client.

5.2 The Contractor will carry out the work to the best of its ability and as a diligent professional practitioner. However,        the Contractor cannot guarantee the achievement of any intended result.

5.3 The Assignment is performed with due observance of the applicable (professional) regulations and what is                    required by or pursuant to the law. The Client shall always and fully cooperate with the obligations arising from            this for the Contractor.

5.4 The Client is aware that the Contractor, pursuant to the Dutch Anti-Money Laundering and Terrorist Financing                Prevention Act (AML or Wwft):

      (a) may be obliged to conduct an investigation into the identity of the Client and/or client;

      (b) may be required to report certain transactions to government authorities.

5.5 The Contractor excludes any liability for damage that arises as a result of the Contractor's compliance with the            legislation and (professional) regulations applicable to it.

5.6 The Contractor will keep a work file with regard to the Assignment containing copies of relevant documents, which        is the property of the Contractor.

5.7 During the execution of the Assignment, the Client and the Contractor will be able to communicate with each                  other by means of electronic mail at the request of one of them. The Client and the Contractor are not liable to            each other for damage resulting from the use of electronic mail. Both the Client and the Contractor will do                    everything that can reasonably be expected to prevent risks such as the spread of viruses.

5.8 In case of doubt about the content and/or sending of electronic mail, the data extracts from the Contractor's                computer systems are decisive.
 

6. START DATE

6.1 Terms within which work must be completed are only strict deadlines if agreed in writing.

6.2 If the Client owes an advance payment or if the Client is required to provide data and information necessary for            the performance of the Assignment, the term within which the work must be completed will not commence until            payment has been received in full by the Contractor, respectively the data and information have been made                available to the Contractor in full.

6.3 Unless it has been established that execution is permanently impossible, the Agreement cannot be dissolved by            the Client due to the term being exceeded, until after the expiry of the agreed term, the Client has given the                  Contractor a reasonable term to perform the Assignment (in full) and the Contractor even if the Assignment is not        or not fully carried out within the stated term.

6.4 If the Assignment has been given orally, or if the engagement letter has not (yet) been signed and returned, the           Assignment is deemed to have been concluded subject to the applicability of these general terms and conditions         at the moment that the Contractor, at the request of the Client, started with the execution of the Assignment.
 

7. TERMINATION

7.1 The Agreement is entered into for an indefinite period of time, unless it follows from the content, nature or purport       of the Assignment granted that it has been entered into for a definite period of time.

7.2 The Client and the Contractor may terminate the Agreement (prematurely) at any time with due observance of a        reasonable notice period, unless reasonableness and fairness dictate otherwise. The cancellation must be                      communicated in writing to the other party.

7.3 The Agreement may be terminated (prematurely) by both the Contractor and the Client by registered letter                  without observing a notice period in the event that the other party is unable to pay its debts or if a receiver,                  administrator or liquidator has been appointed, the other party undergoes debt restructuring, or ceases its                    activities for any other reason or if the other party considers the occurrence of one of the above circumstances            with one party reasonably plausible or if a situation has arisen that justifies immediate termination in the interest          of the canceling party.

7.4 In all cases of (premature) termination, the Contractor reserves the right to payment of the invoices for work it              has   performed up to that point, whereby the provisional results of the work performed up to that point will be              made available to the Client subject to change.

7.5 If the Client has given (premature) termination, the Contractor is entitled to compensation for the loss of                        occupation that has arisen and can be demonstrated on its part, as well as additional costs that the Contractor            has reasonably had to incur or has to incur as a result of the early termination of the Agreement (including costs          related to any subcontracting), unless the termination is based on facts and circumstances that can be attributed        to the Contractor.

7.6 If the Contractor has given (premature) termination, the Client is entitled to cooperation from the Contractor in the       transfer of work to third parties, unless the termination is based on facts and circumstances that can be attributed       to the Client.

7.7 Insofar as the transfer of the work entails additional costs for the Contractor, these will be charged to the Client.

7.8 Upon termination of the Agreement, each of the parties must immediately hand over to that other party all goods,       matters and documents in its possession that belong to the other party.
 

8. INTELLECTUAL PROPERTY RIGHTS

8.1 All rights with regard to products of the mind that the Contractor develops or uses in the performance of the                 Assignment, including advice, working methods, (model) contracts, systems, system designs and computer                   programs, belong to the Contractor, insofar as these do not already belong to third parties.

8.2 Subject to the express prior written consent of the Contractor, the Client is not permitted to reproduce, disclose or        exploit the products of the mind or the recording thereof on data carriers, whether or not together with or through        the engagement of third parties, without prejudice to the provisions of 9.3.
 

9. CONFIDENTIALITY

9.1 The Contractor is obliged to keep the data and information provided by or on behalf of the Client confidential               towards third parties who are not involved in the execution of the Assignment. This obligation does not apply                 insofar as the Contractor has a legal or professional obligation to disclose, including the obligations arising from           the Anti-Money Laundering and Terrorist Financing Act (“AML” or Wwft) and other national or international                   regulations with a comparable effect, or insofar as the Client released from the obligation of confidentiality.

9.2 9.1 does not prevent confidential peer consultation within the Contractor's organization, insofar as the Contractor          deems this necessary for the careful execution of the Assignment or for the careful fulfillment of a legal or                    professional obligation.

9.3 If the Contractor acts for itself in disciplinary, civil, arbitral, administrative or criminal proceedings, the Contractor          is entitled to use the data and information of which it has taken cognizance during the execution of the                          Assignment, insofar as these may reasonably be important.

9.4 Subject to the explicit prior written consent of the Contractor, the Client is not permitted to publish or otherwise              make available to third parties the content of advice, opinions or other expressions, whether written or not, of the          Contractor, except insofar as this results directly from the Agreement. In order to obtain an expert opinion                      regarding the relevant activities of the Contractor, the Client is subject to a legal or professional obligation to                disclose, or if the Client acts on its own behalf in disciplinary, civil, arbitration, administrative or criminal                          proceedings.

9.5 The Contractor is entitled to state the name of the Client and to state in outline the work performed to                            (commercial) relations of the Contractor as an indication of the Client's experience.
 

10. PERSONAL DATA

10.1. In the context of an assignment issued by the Client to the Contractor or in the context of complying with legal             obligations incumbent on the Contractor, the Contractor may process personal data concerning the Client                     and/or persons associated with or working for the Client.

10.2. In connection with the optimization of its services to the Client as well as in connection with being able to                       approach the Client and/or persons employed by/for the Client with information and with services of the                       Contractor and third parties, the Contractor may process personal data.

10.3. Processing of personal data by the Contractor in the context of the activities as stated in 10.1 and 10.2 takes                  place in accordance with applicable laws and regulations in the field of the protection of personal data.

10.4. The Client has an independent duty to comply with the Personal Data Protection Act. The Client indemnifies the            Contractor against all claims from third parties in connection with non-compliance by the Client. The                              indemnification also relates to all damage and costs that the Contractor suffers or incurs in connection with such          a claim.
 

11. FEES

11.1. The Client owes the Contractor a fee as well as compensation for costs incurred in accordance with the                          Contractor's usual rates, calculation methods and working methods.

11.2. The Contractor has the right to request an advance from the Client.

11.3. If, after the conclusion of the Agreement, but before the Assignment has been completed in full, rate-determining         factors such as wages and/or prices change, the Contractor is entitled to adjust the previously agreed rate                   accordingly.

11.4. All rates are exclusive of value added tax and other levies imposed by the government.
 

12. PAYMENT

12.1. Payment must be made without any deduction, discount or settlement in Dutch currency by deposit or transfer             to the bank account indicated on the invoice within fourteen days of the invoice date. The day of payment is the           day on which the amount owed is credited to the Contractor's account. Objections to the amount of the invoice             do not suspend the payment obligation of the Client.  

12.2. If the Client has not paid within the term referred to in 12.1 or another term agreed between the parties, the Client          will be in default by operation of law and the Contractor will be entitled to charge statutory interest from that                moment on.

12.3. If the Client has not paid within the term referred to in 12.1, the Client is obliged to reimburse all extrajudicial and            judicial (collection) costs incurred by the Contractor, also insofar as these costs exceed any judicial order to pay          costs, unless the Contractor is the losing party in the costs. is convicted.

12.4. In the event of an Assignment given jointly, the Clients are jointly and severally liable for payment of the invoice            amount and the interest and costs owed, insofar as the Assignment has been performed for the benefit of the              joint Clients.

12.5. The Contractor reserves the right – also during the execution of an assignment, if the financial position or the                payment behavior of the Client gives rise to this in the opinion of the Contractor – to demand full or partial                    advance payment and/or the provision of security from the Client, failing to do so will provide the Contractor the          right to suspend fulfillment of its obligations.
 

13. COMPLAINT

13.1. A complaint with regard to the work performed or the invoice amount must be submitted, on pain of forfeiture of        all claims, within 30 days of the sending date of the documents or information about which the Client complains,          or if the Client demonstrates that the Client could not reasonably have noticed the defect earlier. discover, within          30 days after the discovery of the defect, to be notified in writing to the Contractor.

13.2. A complaint does not suspend the Client's payment obligation, except insofar as the Contractor has indicated to         the Client that the Contractor considers the complaint justified.

13.3. In the event of a justified complaint, the Contractor has the choice between adjusting the fee charged, improving          or re-performing the relevant work free of charge or not (any longer) performing the Assignment in whole or in            part against a proportion refund of the amount paid by the Client.
 

14. LIABILITY

14.1. The Contractor is only liable towards the Client for a shortcoming in the execution of the Assignment insofar as             the shortcoming consists in a failure to observe the care and expertise that may be relied upon in the execution           of the Assignment.

14.2. The Contractor's liability towards the Client and towards third parties for damage arising from or in connection              with the execution of an agreement is limited to the amount paid in the relevant case under the professional                  liability insurance(s) taken out by the Contractor, increased by the amount of the deductible that is not borne by          the insurers according to the policy conditions. Information about the professional liability insurance will be sent            on request.

14.3. If and insofar as for whatever reason no payment should be made under the aforementioned insurance, the                  liability is limited to the fee charged by the Contractor in connection with the relevant Assignment, with a                        maximum of € 5,000.

14.4. However, the Contractor is not liable for:

       (a) damage incurred by the Client or third parties that is the result of the provision of incorrect or incomplete                       data or information by the Client to the Contractor or is otherwise the result of an act or omission on the part               of the Client;

       (b) damage incurred by the Client or third parties as a result of an act or omission of auxiliary persons engaged                 by the Client or the Contractor (not including employees of the Contractor), even if they are employed by an                 organization affiliated with the Contractor;

       (c) business, indirect or consequential loss incurred by the Client or third parties.

14.5. A claim for compensation for damage must be submitted to the Contractor no later than twelve months after               the Client has discovered or could reasonably have discovered the damage, failing to do so will forfeit the Client’s         right on compensation.

14.6. The Client is obliged to indemnify and hold harmless the Contractor against all claims from third parties –                      including shareholders, directors, supervisory directors and personnel of the Client as well as affiliated legal                  entities and companies and others involved in the Client's organization – arising from or in connection with the              work of the Contractor for the benefit of the Client.

14.7. Insofar as not provided otherwise in these general terms and conditions, any right of action of the Client for                 whatever reason against the Contractor in connection with the performance of work by the Contractor, in any               case after one year after the moment at which the Client became aware or could reasonably have become                   aware of the existence of these rights.
 

15. MISCELLANEOUS

15.1. All agreements between the Client and the Contractor are exclusively governed by Dutch law.

15.2. Unless the parties expressly agree otherwise in writing, all disputes related to Agreements between the Client                and the Contractor will be submitted to the competent court in the place where the Contractor is established.

15.3. Contrary to the preceding paragraph, the Client and the Contractor may opt for a different method of dispute              settlement.

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